Section 1.Purpose. The purposes of the TD Banknorth
Inc. Amended and Restated 2003 Equity Incentive Plan are to promote the
interests of TD Banknorth Inc. and its stockholders
by (i) attracting and retaining exceptional
executive personnel and other key employees, as well as directors, of the
Company and its Affiliates; (ii) motivating such persons by means of
performance-related incentives to achieve long-range performance goals; and
(iii) enabling such persons to participate in the long-term growth and
financial success of the Company.

Section 2.Definitions. As used in the Plan, the following terms
shall have the meanings set forth below:

“Affiliate” shall mean (i) any entity that,
directly or indirectly, is controlled by the Company and (ii) any entity
in which the Company has a significant equity interest, in either case as
determined by the Committee.

“Award Agreement” shall mean any written agreement, contract or other
instrument or document evidencing any Award.

“Board” shall mean the Board of Directors of the Company.

“Change of Control” shall mean a change in the ownership of TD or the
Company, a change in the effective control of TD or the Company or a change
in the ownership of a substantial portion of the assets of TD or the Company as
provided under Section 409A of the Code, as amended from time to time,
and any Internal Revenue Service guidance, including Notice 2005-1, and
regulations issued in connection with Section 409A of the Code, except
that (i) any change in the ownership,
effective control or ownership of a substantial portion of the assets of the
Company effected by TD and its affiliates shall be excluded, and (2) any
change in the ownership, effective control or ownership of a substantial
portion of the assets of TD shall be excluded if TD and its affiliates are
not a majority shareholder of the Company at the time of such change.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.

“Committee” shall mean the Human Resources and Compensation Committee of the
Board, or such other committee of the Board appointed by the Board to
administer the Plan.

“Company” shall mean TD Banknorth Inc. and any
successor thereto.

“Covered Employee” shall mean any Employee who is a covered employee as
defined in Section 162(m)(3) of the Code and
the regulations thereunder, or any successor
section and regulations thereunder.

“Disability” shall mean, with respect to any Award granted on or after
January 1, 2005, that the Participant: (i) is
unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not
less than 12 months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than
12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees
of the Company. With respect to Awards granted prior to January 1, 2005,
“Disability” shall have the meaning specified in the applicable Award
Agreement.

“Fair Market Value” shall mean the fair market value of the property or other
item being valued, as determined by the Committee in its sole discretion,
provided that, unless otherwise determined by the Committee in order to
satisfy the requirements relating to Incentive Stock Options under applicable
laws and regulations, the “Fair Market Value” of a Share shall be (i) if the Shares are listed or admitted to trading
on any securities exchange or national market system in the United States,
the closing price, regular way, on such day on the principal securities
exchange or national market system in the United States on which Shares are
traded, (ii) if the Shares are not then listed or admitted to trading on
any such day, or if no sale takes place on such day, the average of the
closing bid and asked prices in the United States on such day, as reported by
a reputable quotation source designated by the Committee, and (iii) if
the Shares are not then listed or admitted to trading on any such securities
exchange or national market system and no such reported sale price or bid and
asked prices are available, the average of the reported high bid and low
asked prices in the United States on such day, as reported in The Wall
Street Journal (Eastern edition) or other newspaper designated by the
Committee.

“Incentive Stock Option” shall mean a right to purchase Shares from the
Company at a fixed price for a specified period that is granted under
Section 6 of the Plan and that is intended to meet the requirements of
Section 422 of the Code or any successor provisions thereto.

“Non-employee Director” means any non-employee director of the Company or any
Affiliate.

“Nonqualified Stock Option” shall mean a right to purchase Shares from the
Company at a fixed price for a specified period that is granted under
Section 6 of the Plan and that is not intended to be or does not qualify
as an Incentive Stock Option.

“Other Stock-Based Award” shall mean any right granted under Section 9
of the Plan.

“Participant” shall mean any Non-employee Director or Employee selected by
the Committee to receive an Award under the Plan.

“Performance Award” shall mean any Award granted under Section 10 of the
Plan.

“Performance Goal” shall have the meaning set forth in Section 10(d).

“Performance Period” shall mean, with respect to any Performance Award, the
period specified by the Committee, including, but not limited to, the
calendar year or any part thereof and periods of more than one consecutive
calendar year.

“Performance Targets” shall mean the specific measures which must be
satisfied in connection with any Performance Goal.

“Plan” shall mean this TD Banknorth Inc. Amended
and Restated 2003 Equity Incentive Plan, as may be amended from time to time
in accordance with its terms.

“QDRO” shall mean a domestic relations order meeting such requirements as the
Committee shall determine, in its sole discretion.

“Restricted Stock” shall mean any Share granted under Section 8 of the
Plan that is subject to a substantial risk of forfeiture due to a restriction
based on continued Service or the occurrence of other events as determined by
the Committee in its sole discretion and as specified in the Applicable Award
Agreement.

“Restricted Stock Unit” shall mean any unit granted under Section 8 of
the Plan that is subject to a substantial risk of forfeiture due to a
restriction based on continued Service or the occurrence of other events as
determined by the Committee in its sole discretion, which may be settled
either (i) by the delivery of one Share for
each Restricted Stock Unit or (ii) in cash in an amount equal to the
Fair Market Value of one Share for each Restricted Stock Unit, all as
specified in the applicable Award Agreement. The Award of a Restricted Stock
Unit represents the mere promise of the Company to deliver a Share or the
appropriate amount of cash, as applicable, upon removal of the applicable
restriction (or such later date as may be provided in the Award Agreement) in
accordance with and subject to the terms and conditions of the applicable
Award Agreement, and is not intended to constitute a transfer of “property”
within the meaning of Section 83 of the Code.

“Rule 16b-3” shall mean Rule 16b-3 as promulgated and interpreted
by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to
time.

“SEC” shall mean the Securities
and Exchange Commission or any successor thereto and shall include the staff
thereof.

“Service” shall mean a Participant’s employment with the Company or any
Affiliate or a Participant’s service as a Non-employee Director, as
applicable.

“Shares” shall mean shares of the common stock, $.01 par value, of the
Company, or such other securities of the Company as may be designated by the
Committee from time to time.

“Stock Appreciation Right” shall mean any right granted under Section 7
of the Plan to receive the difference between (i) a
grant price, which shall be no less than one hundred percent (100%) of the
Fair Market Value of a Share on the date of grant, and (ii) the Fair
Market Value of a Share on the date the right is exercised, which amount may
be paid in cash, Shares or a combination of cash and Shares.

“TD” shall mean The Toronto-Dominion Bank and any successor thereto.

Section 3.Administration.

(a) Administration by and
Composition of the Committee.Except as provided in
Section 3(d) or 3(e), the Plan shall be administered by the Committee,
which shall be comprised of not less than three persons. Each Committee
member shall satisfy the requirements for (i) an
“independent director” for purposes of the Company’s Corporate Governance
Guidelines, (ii) an “independent director” under rules adopted by the New
York Stock Exchange, (iii), a “non-employee director” for purposes
Rule 16b-3 under the Exchange Act and (iv) an “outside director”
under Section 162(m) of the Code and regulations thereunder,
in the case of each of clause (i) — (iv) as
from time to time amended. No member of the Committee shall be liable for any
action or determination made in good faith by the Committee with respect to the
Plan or any Award thereunder.

(b) Authority of the
Committee. Subject to the terms of the Plan and applicable law, and in
addition to other express powers and authorizations conferred on the Committee
by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to an eligible Participant;
(iii) determine the number of Shares to be covered by, or with respect to
which payments, rights or other matters are to be calculated in connection
with, Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent and under what circumstances Awards
may be settled or exercised in cash, Shares, other securities, other Awards or
other property, or canceled, forfeited or suspended; (vi) interpret and
administer the Plan and any instrument or agreement relating to, or Award made
under, the Plan; (vii) establish, amend, suspend or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (viii) determine the meaning of the term
“retirement” for purposes of the Plan; and (ix) make any other
determination and take any other action that the Committee deems necessary or
desirable for the administration of the Plan. The Committee shall, in its
discretion, consider such factors as it deems relevant in making determinations
and interpretations and taking actions under

the Plan, including, without limitation, the
recommendations or advice of any officer or employee of the Company or such
attorneys, consultants, accountants or other advisors as it may select.

(c) Committee Discretion
Binding. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive and binding upon all
Persons, including the Company, any Affiliate, any Participant, any holder or
beneficiary of any Award, any stockholder and any Employee.

(d) Delegation of
Authority. The Committee shall have the right, from time to time, to delegate
to one or more officers of the Company the authority of the Committee to grant
and determine the terms and conditions of Awards granted under the Plan,
subject to the requirements of Section 157(c) of the Delaware General
Corporation Law (or any successor provision) and such other limitations as the
Committee shall determine. In no event shall any such delegation of authority
be permitted with respect to Awards to any members of the Board or to any
Eligible Person who is subject to Rule 16b-3 under the Exchange Act or
Section 162(m) of the Code. The Committee also shall be permitted to
delegate, to any appropriate officer or employee of the Company, responsibility
for performing certain ministerial functions under the Plan. In the event that
the Committee’s authority is delegated to officers or employees in accordance
with the foregoing, all provisions of the Plan relating to the Committee shall
be interpreted in a manner consistent with the foregoing by treating any such
reference as a reference to such officer or employee for such purpose. Any
action undertaken in accordance with the Committee’s delegation of authority
hereunder shall have the same force and effect as if such action was undertaken
directly by the Committee and shall be deemed for all purposes of the Plan to
have been taken by the Committee.

(e) Grants to Non-employee
Directors. Any Awards or formula for granting Awards under the Plan to
Non-employee Directors shall be approved by the Board. With respect to awards
to such directors, all rights, powers and authorities vested in the Committee
under the Plan shall instead be exercised by the Board, and all provisions of
the Plan relating to the Committee shall be interpreted in a manner consistent
with the foregoing by treating any such reference as a reference to the Board
for such purpose.

Section 4.Shares Available for Awards.

(a) Shares Available.
Subject to adjustment as provided in Section 4(c), the number of Shares
with respect to which Awards may be granted under the Plan shall be equal to
12,000,000 (8,436,782 shares plus 3,563,218 shares available for grant
under the 2003 Equity Incentive Plan (the “Prior Plan”) as of March 31,
2005 or that thereafter become available for issuance under the Prior Plan in
accordance with its terms as in effect on such date). If, after the effective
date of the Plan, any Shares covered by an Award granted under the Plan, or to
which such an Award relates, are forfeited, or if such an Award is settled for
cash or otherwise terminates or is canceled without the delivery of Shares,
then the Shares covered by such Award, or to which such Award relates, or the
number of Shares otherwise counted against the aggregate number of Shares with
respect to which Awards may be granted, to the extent of any such settlement,
forfeiture, termination or cancellation, shall again become Shares with respect
to which Awards may be granted. In the event that any Option or other Award
granted hereunder is exercised through the delivery of Shares or in the event
that withholding tax liabilities arising from such Award are satisfied by the
withholding of Shares by the Company, the number of Shares available for Awards
under the Plan shall be increased by the number of Shares so surrendered or
withheld.

(b) Award Limit.
Notwithstanding any provision herein to the contrary, in no event shall a
Participant receive an Award or Awards during any one calendar year covering in
the aggregate more than 400,000 Shares (whether such Award or Awards may
be settled in Shares, cash or any combination thereof).

(c) Adjustments. In the
event that the Committee determines that any dividend or other distribution
(whether in the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
Shares or other securities of the Company, issuance of warrants or other rights

to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number of Shares or other securities of
the Company (or number and kind of other securities or property) with respect
to which Awards may be granted, (ii) the number of Shares or other
securities of the Company (or number and kind of other securities or property)
subject to outstanding Awards and (iii) the grant or exercise price with
respect to any Award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award; provided, in each case, that
(A) with respect to Awards of Incentive Stock Options no such adjustment
shall be authorized to the extent that such authority would cause the Plan to
violate Section 422(b)(1) of the Code, as from time to time amended, and
(B) with respect to any Award no such adjustment shall be authorized to
the extent that such authority would be inconsistent with the Plan’s meeting
the requirements of Section 162(m) of the Code, as from time to time
amended, or Rule 16b-3, as from time to time amended.

(d) Sources of Shares
Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares, including Shares
purchased in the open market or in private transactions.

Section 5.Eligibility. Any Employee or Non-employee Director
shall be eligible to receive Awards and become Participants under the Plan.
Subject to the terms of the Plan, the Committee has the authority, in its
discretion, to determine and designate from time to time those eligible persons
who are to be granted Awards, the types of Awards to be granted, the number of
Shares or units subject to Awards granted under the Plan and all terms and
conditions of Awards granted under the Plan. In selecting eligible persons to
be Participants and in determining the type and amount of Awards to be granted
under the Plan and their terms and conditions, the Committee shall consider any
and all factors that it deems relevant or appropriate.

Section 6.Stock Options.

(a) Grant.
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Participants to whom Options shall be
granted, the number of Shares to be covered by each Option, the exercise price therefor and the conditions and limitations applicable to
the exercise of the Option, provided that each Option granted to an Employee
Participant shall have a minimum vesting period of one year from the date of
grant, except (i) as provided in Section 12
hereof and (ii) in the Committee’s sole discretion, in the event of such
Participant’s retirement, Disability or death. The Committee shall have the
authority to grant Incentive Stock Options, or to grant Nonqualified Stock
Options, or to grant both types of options. An Option which is intended to be
an Incentive Stock Option may only be granted to a Participant who is an
employee of the Company or an Affiliate that qualifies as a subsidiary
corporation of the Company for purposes of Section 422 of the Code and any
regulations thereunder, as from time to time amended,
and must have such terms and conditions and shall be subject to and comply with
such rules as may be prescribed by Section 422 of the Code and any
regulations thereunder.

(b) Exercise Price. The
Committee in its sole discretion shall establish the exercise price at the time
each Option is granted, provided that the per share price at which Shares may
be purchased upon exercise of an Option shall be no less than one hundred
percent (100%) of the Fair Market Value of a Share at the time such Option is
granted.

(c) Exercise. Subject
to the terms of the Plan, each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter, provided
that no Option shall be exercisable after the expiration of ten years from the
date the Option is granted. The Committee may impose such conditions with
respect to the exercise of Options, including without limitation any conditions
relating to the application of federal or state securities laws, as it may deem
necessary or advisable.

(d) Payment. No Shares
shall be delivered pursuant to any exercise of an Option until payment in full
of the option price therefor is received by the
Company. Such payment may be made in cash, or its equivalent, or, if and to the
extent permitted by the Committee, by exchanging Shares owned by the optionee (which are not the subject of any pledge or other
security interest), or by a combination of the foregoing, provided that the
combined value of all cash and cash equivalents and the Fair Market Value of
any such Shares so tendered to the Company as of the date of such tender is at
least equal to such option price.

Section 7.Stock Appreciation Rights.

(a) Grant.
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Participants to whom Stock Appreciation
Rights shall be granted, the number of Shares to be covered by each Stock
Appreciation Right, the grant price thereof, which may be no less than one
hundred percent (100%) of the Fair Market Value of a Share on the date of
grant, the conditions and limitations applicable to the exercise thereof and
whether a Stock Appreciation Right shall be settled in cash, Shares or a
combination of cash and Shares. Stock Appreciation Rights may be granted in
tandem with another Award, in addition to another Award, or freestanding and
unrelated to another Award. Stock Appreciation Rights granted in tandem with or
in addition to an Award may be granted either at the same time as the Award or
at a later time, provided that any Stock Appreciation Right related to an
Incentive Stock Option must be granted at the same time such Incentive Stock
Option is granted.

(b) Other Terms and
Conditions. Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine, at or after the grant of a Stock
Appreciation Right, the term, methods of exercise, methods and form of
settlement and any other terms and conditions of any Stock Appreciation Right.
Any such determination by the Committee may be changed by the Committee from
time to time and may govern the exercise of Stock Appreciation Rights granted
prior to such determination as well as Stock Appreciation Rights granted thereafter.
The Committee may impose such conditions or restrictions on the exercise of any
Stock Appreciation Right as it shall deem appropriate.

Section 8.Restricted
Stock and Restricted Stock Units.

(a) Grant.
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Participants to whom Shares of Restricted
Stock and Restricted Stock Units shall be granted, the number of Shares of
Restricted Stock and/or the number of Restricted Stock Units to be granted to
each Participant, the duration of the period during which, and the conditions
under which, the Restricted Stock and Restricted Stock Units may be forfeited
to the Company, the other terms and conditions of such Awards and, in the case
of Restricted Stock Units, whether such Units shall be settled in cash, Shares
or a combination of cash and Shares on the date of grant. Each Restricted Stock
Unit shall have a value equal to no less than one hundred percent (100%) of the
Fair Market Value of a Share on the date of grant. Notwithstanding any other
provision of the Plan to the contrary, any Restricted Stock and Restricted
Stock Units granted to an Employee Participant other than in lieu of base
salary or bonuses or with a restriction based on completion of a specified
period of Service without achievement of a Performance Target or Performance
Targets or other performance objectives of the Company as a condition of
vesting shall have a minimum vesting period of three years from the date of
grant, except (i) as provided in Section 12
hereof and (ii) in the Committee’s sole discretion, in the event of such
Participant’s retirement, Disability or death.

(b) Transfer Restrictions.
Shares of Restricted Stock and Restricted Stock Units may not be sold,
assigned, transferred, pledged or otherwise encumbered, except, in the case of
Restricted Stock, as provided in the Plan or an applicable Award Agreement.
Certificates issued in respect of Shares of Restricted Stock shall be
registered in the name of the Participant and deposited by such Participant,
together with a stock power endorsed in blank, with the Company. Upon the lapse
of the restrictions applicable to such Shares of Restricted Stock, the Company
shall deliver such certificates to the Participant or the Participant’s legal
representative.

(c) Dividends and
Distributions. Dividends and other distributions paid on or in respect of
any Shares of Restricted Stock may be paid directly to the Participant, or may
be reinvested in additional Shares of Restricted Stock or in additional
Restricted Stock Units, as determined by the Committee in its sole discretion.

(d) Voting of Restricted
Stock. Unless otherwise determined by the Committee at the time of grant, a
Participant to whom Shares of Restricted Stock shall be granted shall be
entitled to vote such Shares.

(e) Section 83(b)
Election. If a Participant makes an election pursuant to Section 83(b)
of the Code with respect to a Restricted Stock Award, the Participant shall
file, within 30 days following the effective date of the grant of such
Award, a copy of such election with the Company and with the Internal Revenue
Service, in accordance with the regulations under Section 83 of the Code. The
Committee may provide in an Award Agreement that the Restricted Stock Award is
conditioned upon the Participant’s making or refraining from making an election
with respect to the Award under Section 83(b) of the Code.

Section 9.Other Stock-Based Awards. The Committee shall have
authority to grant to eligible Participants an Other Stock-Based Award, which
shall consist of any right that is (i) not an
Award described in Sections 6 through 8 above and (ii) an Award of
Shares or an Award denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares (including, without
limitation, securities convertible into Shares), as deemed by the Committee to
be consistent with the purposes of the Plan. Subject to the terms of the Plan
and any applicable Award Agreement, the Committee shall determine the terms and
conditions of any such Other Stock-Based Award and whether such Awards shall be
paid in cash, Shares or a combination of cash and Shares. Notwithstanding any
other provision of the Plan to the contrary, any Other Stock-Based Award
granted to an Employee Participant other than in lieu of base salary or bonuses
or with a restriction based on completion of a specified period of service with
TD Banknorth without achievement of a Performance
Target or Targets or other performance objectives of the Company as a condition
to vesting shall have a minimum vesting period of three years from the date of
grant, except (i) as provided in Section 12
hereof and (ii) in the Committee’s sole discretion, in the event of such
Participant’s retirement, Disability or death.

Section 10.Performance Awards.

(a) Grant.
The Committee shall have sole and complete authority to determine the extent to
which an Award shall be subject to the achievement of one or more Performance
Targets over one or more Performance Periods. For any Award to a Covered
Employee, any such Performance Target and related Performance Goal(s) and
Performance Period(s) shall be determined by the Committee within the time
prescribed by Section 162(m) of the Code and the regulations thereunder, or any successors thereto, in order for the
Performance Target to be considered “pre-established” for this purpose.

(b) Terms and Conditions.
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the Performance Targets to be achieved during any
Performance Period, the length of any Performance Period, the amount of any
Performance Award and the amount and kind of any payment or transfer to be made
pursuant to any Performance Award.

(c) Payment of Performance
Awards. Performance Awards may be paid in a lump sum or in installments
following the close of the Performance Period, provided that no full and/or
partial payment of a Performance Award granted hereunder may be made to a
Covered Employee until the Committee has certified in writing the attainment by
the Company of the applicable Performance Target or Performance Targets over
the applicable Performance Period or Performance Periods.

(d) Performance Goals.
For purposes of the Plan, the term “Performance Goals” shall mean objective
criteria based on one or more of the following: net income, net income before
taxes, operating earnings, cash earnings, operating cash earnings, cash flow,
financial return ratios (including, but not limited to, return on average total
assets, return on tangible total assets, return on average stockholders’
equity, return on average tangible stockholders’ equity, average stockholders’
equity to average total assets, risk-adjusted return on capital, return on
investment, economic value added, efficiency ratio, expense ratio,

revenue growth, noninterest income to total revenue ratio and net interest
margin), total stockholder return, earnings per share, operating earnings per
share, cash earnings per share, other balance sheet or income statement items,
stock price, market share or project completion. Performance Goals with respect
to awards to Participants who are not Covered Employees also may be based on
any other objective performance goals as may be established by the Committee
for a Performance Period. Performance Goals may be measured (i) solely on a corporate, subsidiary or business unit
basis or a combination thereof and/or (ii) on actual or targeted growth
factors. Performance Goals may reflect absolute entity performance or a
relative comparison of entity performance to the performance of a peer group of
entities or other external measure of the selected Performance Goals. A
Performance Goal may include or exclude items that measure specific objectives,
such as the cumulative effect of changes in generally accepted accounting
principles, losses resulting from discontinued operations, securities gains and
losses, restructuring, merger-related and other nonrecurring costs,
amortization of goodwill and other intangible assets, extraordinary gains or
losses and any unusual, nonrecurring gain or loss that is separately quantified
in the Company’s financial statements. Any Performance Goal expressed on a
per-Share basis shall, in case of a recapitalization, stock dividend, stock
split or reverse stock split affecting the number of outstanding Shares, be
mathematically adjusted by the Committee so that the change in outstanding
Shares does not cause a substantive change in the relevant goal. The Committee
may adjust Performance Goals for any other objective events or occurrences
which occur during a Performance Period, including, but not limited to, acquisitions
by the Company and changes in applicable tax laws or accounting principles,
provided that the Committee shall not have the discretion to increase the
amount of a Performance Award that would otherwise be due upon attainment of a
Performance Target or Performance Targets to any Participant who is a Covered
Employee except to the extent permitted under Section 162(m) of the Code
and the regulations thereunder or any successors
thereto.

Section 11.Termination or Suspension of Service. The following
provisions shall apply in the event of the Participant’s termination of Service
unless the Committee shall have provided otherwise, either at the time of the
grant of the Award or thereafter.

(a) Nonqualified Stock
Options and Stock Appreciation Rights.

(i) Termination of Employment. If the
Participant’s Service with the Company or its Affiliates is terminated for
any reason other than death, Disability or retirement, the Participant’s
right to exercise any Nonqualified Stock Option or Stock Appreciation Right
shall terminate, and such Option or Stock Appreciation Right shall expire, on
the earlier of (A) the first anniversary of such termination of Service
or (B) the date such Option or Stock Appreciation Right would have
expired had it not been for the termination of Service. The Participant shall
have the right to exercise such Option or Stock Appreciation Right prior to
such expiration to the extent it was exercisable at the date of such
termination of Service and shall not have been exercised.

(ii) Death, Disability or Retirement. If the Participant’s
Service with the Company or its Affiliates is terminated by death, Disability
or retirement, the Participant or his successor (if Service is terminated by
death) shall have the right to exercise any Nonqualified Stock Option or
Stock Appreciation Right to the extent it was exercisable at the date of such
termination of Service and shall not have been exercised, but in no event
shall such Option or Stock Appreciation Right be exercisable later than the
date the Option or Stock Appreciation Right would have expired had it not
been for the termination of such Service.

(iii) Acceleration and Extension of Exercisability.
Notwithstanding the foregoing, the Committee may, in its discretion, provide
(A) that an Option granted to a Participant may terminate at a date
earlier than that set forth above, including without limitation the date of
termination of Service, (B) that an Option granted to a Participant may
terminate at a date later than that set forth above, provided such date shall
not be beyond the date the Option would have expired had it not been for the termination
of the Participant’s Service, and (C) that an Option or Stock
Appreciation Right may become immediately exercisable when it finds that such
acceleration would be in the best interests of the Company.

(b) Incentive Stock
Options. Except as otherwise determined by the Committee at the time of
grant, if the Participant’s Service with the Company is terminated for any
reason, the Participant shall have the right to exercise any Incentive Stock
Option and any related Stock Appreciation Right during the three-month period
after such termination of Service to the extent it was exercisable at the date
of such termination, but in no event later than the date the Option would have
expired had it not been for the termination of such Service. If the Participant
does not exercise such Option or related Stock Appreciation Right to the full
extent permitted by the preceding sentence, the remaining exercisable portion
of such Option automatically will be deemed a Nonqualified Stock Option, and
such Option and any related Stock Appreciation Right will be exercisable during
the period set forth in Section 11(a) of the Plan, provided that in the
event that Service is terminated because of disability or death or the Participant
dies during such three-month period, the Option will continue to be an
Incentive Stock Option to the extent provided by Section 421 or
Section 422 of the Code, or any successor provisions, and any regulations
promulgated thereunder.

(c) Restricted Stock and
Restricted Stock Units. Except as otherwise determined by the Committee at
the time of grant, upon termination of Service for any reason during the
restriction period, all Restricted Stock and Restricted Stock Units still
subject to restriction shall be forfeited by the Participant and reacquired by
the Company at the price (if any) paid by the Participant for such Awards,
provided that in the event of a Participant’s retirement, permanent and total
disability or death, or in cases of special circumstances, the Committee may,
in its sole discretion, when it finds that a waiver would be in the best
interests of the Company, waive in whole or in part any or all remaining
restrictions with respect to such Participant’s Restricted Stock and Restricted
Stock Units.

Section 12.Change of Control. Notwithstanding any other
provision of the Plan to the contrary, upon a Change of Control all outstanding
Awards shall vest, become immediately exercisable or payable or have all
restrictions lifted as may apply to the type of Award.

Section 13.Forfeiture Events.

(a) General.
The Committee may specify in an Award Agreement at the time of the Award that
the Participant’s rights, payments and benefits with respect to an Award shall
be subject to reduction, cancellation, forfeiture or recoupment
upon the occurrence of specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such events may
include, but shall not be limited to, termination of Service for cause,
violation of material Company policies, breach of noncompetition,
confidentiality or other restrictive covenants that may apply to the
Participant and other conduct by the Participant that is detrimental to the
business or reputation of the Company.

(b) Termination for Cause.
Unless otherwise provided by the Committee and set forth in an Award Agreement,
if a Participant’s employment by the Company or any Affiliate shall be
terminated for cause, the Company may, in its sole discretion, immediately
terminate such Participant’s right to any further payments, vesting or exercisability with respect to any Award held by such
Participant in its entirety. In the event a Participant is party to an
employment or similar agreement with the Company or an Affiliate that defines
the term “cause,” such definition shall apply for purposes of the Plan. The
Company shall have the power to determine whether the Participant has been
terminated for cause and the date upon which such termination for cause occurs.
Any such determination shall be final, conclusive and binding upon the
Participant. In addition, if the Company shall reasonably determine that a
Participant has committed or may have committed any act which could constitute
the basis for a termination of such Participant’s employment for cause, the
Company may suspend the Participant’s rights to exercise any Option, receive
any payment or vest in any right with respect to any Award pending a
determination by the Company whether an act has been committed which could
constitute the basis for a termination for cause as provided in this
Section 13(b).

Section 14.Amendment and Termination.

(a) Amendments to the Plan.
The Board may amend, alter, suspend, discontinue or terminate the Plan or any
portion thereof at any time, provided that no such amendment, alteration,
suspension,

discontinuation or
termination shall be made that would adversely affect the rights of any
Participant or any holder or beneficiary of any Award theretofore granted
without the consent of the affected Participant, holder or beneficiary, or that
without the approval of the stockholders of the Company would, except as
provided in Section 4(c) and Section 14(c):

(i) increase the total number of Shares with
respect to which Awards may be granted under the Plan;

(ii) change the eligible Participants in the Plan;

(iii) reduce the exercise price for Options and Stock Appreciation
Rights by repricing or replacing such
Awards; or

(iv) change the Performance Goals which may be
established for Performance Awards.

(b) Amendments to Awards.
The Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted, prospectively or retroactively, provided that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination
that would adversely affect the rights of any Participant or any holder or
beneficiary of any Award theretofore granted shall not to that extent be
effective without the consent of the affected Participant, holder or
beneficiary. Notwithstanding any other provision of the Plan to the contrary,
except as provided in Section 4(c) and Section 14(c), the Committee
shall not have the authority to cancel any outstanding Option or Stock
Appreciation Right and issue a new Option or Stock Appreciation Right in its
place with a lower exercise price without the approval of the stockholders of
the Company. In addition, and notwithstanding any other provision of the Plan
to the contrary, in the event that the Committee determines, after a review of
Section 409A of the Code and all applicable Internal Revenue Service
guidance, that the Plan or any provision thereof or any Award is subject to
Section 409A of the Code, the Committee may amend the Plan or the Award to
make any changes required for it to comply with Section 409A of the Code.

(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
Events. The Committee is hereby authorized to make adjustments in the terms
and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4(c) hereof) affecting the Company, any Affiliate, or
the financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations or accounting principles, whenever the Committee
determines that such adjustments are appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan, provided that no such adjustment shall be authorized
to the extent that such authority would be inconsistent with the Plan’s meeting
the requirements of Section 162(m) of the Code, as from time to time
amended, or Rule 16b-3, as from time to time amended.

Section 15.General Provisions.

(a) Dividend Equivalents.
In the sole and complete discretion of the Committee, an Award may provide the
Participant with dividends or dividend equivalents, payable in cash, Shares,
other securities or other property on a current or deferred basis.

(b) Nontransferability.
No Award shall be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant, except by will or the laws of
descent and distribution or pursuant to a QDRO, provided, however, that an
Award may be transferable, to the extent determined by the Committee and set
forth in the applicable Award Agreement, (i) if
such Award Agreement provisions do not disqualify such Award for exemption
under Rule 16b-3, as from time to time amended, (ii) if such Award is
not intended to qualify for exemption under such rule or (iii) with
respect to Awards which are Incentive Stock Options, if such Award Agreement
provisions do not prevent the Incentive Stock Options from qualifying as such
under Section 422 of the Code, as from time to time amended.

(c) No Rights to Awards.
No Employee, Participant or other Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Employees, Participants
or

holders or beneficiaries of Awards. The terms and conditions
of Awards need not be the same with respect to each recipient.

(d) Share Certificates.
All certificates for Shares or other securities of the Company or any Affiliate
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the Plan or the rules, regulations and other
requirements of the SEC, any stock
exchange or national market quotation system upon which such Shares or other
securities are then listed or quoted, respectively, and any applicable Federal
or state laws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions. As a
condition precedent to the issuance of Shares pursuant to the grant or exercise
of an Award, the Company may require the Participant to take any reasonable
action to meet such requirements and to represent and warrant at the time of
issuance or transfer that the Shares are being acquired only for investment
purposes and without any current intention to sell or distribute such Shares.

(e) Withholding. A
Participant may be required to pay to the Company or any Affiliate and the
Company or any Affiliate shall have the right and is hereby authorized to
withhold from any Award, from any payment due or transfer made under any Award
or under the Plan or from any compensation or other amount owing to a
Participant the amount (in cash, Shares, other securities, other Awards or
other property) of any applicable withholding taxes in respect of any Award,
its exercise or any payment or transfer under an Award or under the Plan and to
take such other action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes. The Committee may
provide for additional cash payments to holders of Awards to defray or offset
any tax arising from the grant, vesting, exercise or payments of any Award, but
only in the case of a Covered Employee to the extent permitted under
Section 162(m) of the Code and the regulations thereunder
or any successor thereto.

(f) Award Agreements.
To the extent deemed necessary by the Committee, an Award under the Plan shall
be evidenced by an Award Agreement in a written or electronic form approved by
the Committee setting forth the number of Shares or units subject to the Award,
the exercise price, base price or purchase price of the Award, the time or
times at which an Award will become vested, exercisable or payable and the term
of the Award. The Award Agreement also may set forth the effect on an Award of
termination of Service under certain circumstances. The Award Agreement shall
be subject to and incorporate, by reference or otherwise, all of the applicable
terms and conditions of the Plan, and also may set forth other terms and
conditions applicable to the Award as determined by the Committee consistent
with such terms and conditions. Award Agreements evidencing Incentive Stock
Options shall contain such terms and conditions as may be necessary to meet the
applicable provisions of Section 422 of the Code and the regulations thereunder. The grant of an Award under the Plan shall not
confer any rights upon the Participant holding such Award other than such
terms, and subject to such conditions, as are specified in the Plan as being
applicable to such type of Award (or to all Awards) or as are expressly set
forth in the Award Agreement. The Committee need not require the execution of
an Award Agreement by a Participant, in which case acceptance of the Award by
the Participant shall constitute agreement by the Participant to the terms,
conditions, restrictions and limitations set forth in the Plan and the Award
Agreement, as well any administrative guidelines of the Company in effect from
time to time.

(g) Deferrals of Payment.
The Committee may in its discretion determine whether, to what extent and under
what circumstances cash, Shares, other securities, other property and other
amounts payable with respect to an Award granted on or after January 1,
2005 shall be deferred either automatically or at the election of the holder
thereof or of the Committee. If any such deferral is to be permitted to a
Participant by the Committee, the Committee shall establish rules and
procedures relating to such deferral in a manner intended to comply with the
requirements of Section 409A of the Code, including, without limitation,
the time when an election to defer may be made, the time period of the deferral
and the events that would result in payment of the deferred amount, the
interest or other earnings attributable to the deferral and the method of
funding, if any, attributable to the deferred amount. No deferrals shall be
permitted with respect to any Award granted prior to January 1, 2005.

(h) No Limit on Other
Compensation Arrangements. Nothing contained in the Plan shall prevent the
Company or any Affiliate from adopting or continuing in effect other
compensation plans or arrangements, which may, but need not, provide for the
grant of Options, Restricted Stock and other types of provided for hereunder
(subject to stockholder approval if such approval is required), and such
arrangements may be either generally applicable or applicable only in specific
cases.

(i) No
Right to Service. Neither the Plan nor the grant of any Awards hereunder
nor any action taken by the Committee or the Board in connection with the Plan
shall create any right on the part of any Participant to continue in the
Service of the Company or any Affiliate.

(j) No Rights as
Stockholder. Subject to the provisions of the applicable Award and the
Plan, no Participant or holder or beneficiary of any Award shall have any
rights as a stockholder with respect to any Shares to be distributed under the
Plan until he or she has become the holder of record of such Shares.

(k) Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware.

(l) Severability. The
Plan is intended to comply in all aspects with applicable laws and regulations,
including, with respect to those Participants who are Covered Employees,
Section 162(m) of the Code and the regulations thereunder,
or any successors thereto. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, Person or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.

(m) Other Laws. The
Committee may refuse to issue or transfer any Shares or other consideration
under an Award if, acting in its sole discretion, it determines that the
issuance or transfer of such Shares or such other consideration might violate
any applicable law, regulation or listing or quotation requirement relating to
the Shares or entitle the Company to recover the same under Section 16(b)
of the Exchange Act, and any payment tendered to the Company by a Participant,
other holder or beneficiary in connection with the exercise of such Award shall
be promptly refunded to the relevant Participant, holder or beneficiary.
Without limiting the generality of the foregoing, no Award granted hereunder
shall be construed as an offer to sell securities of the Company, and no such
offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance
with all applicable requirements of the U.S. federal securities laws and
any other laws to which such offer, if made, would be subject, as well as any
applicable listing or quotation requirements relating to the Shares.

(n) No Trust or
Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.

(o) No Fractional Shares.
No fractional Shares or units shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash, other securities
or other property shall be paid or transferred in lieu of any fractional Shares
or units or whether such fractional Shares or units or any rights thereto shall
be canceled, terminated or otherwise eliminated.

(p) Headings. Headings
are given to the Sections and subsections of the Plan solely as a convenience
to facilitate reference. Such headings shall not be deemed in any way material
or relevant to the construction or interpretation of the Plan or any provision
thereof.

(q) Successors and Assigns.
The Plan and any Award Agreement shall be binding upon the successors and
assigns of the Company and upon each Participant and such Participant’s heirs,
executors, administrators, personal representatives, permitted assignees and
successors in interest.

Section 16.Effective Date; Term of the Plan.

(a) Effective Date. The
Plan shall be effective following its adoption by the Board and its approval by
the stockholders of the Company at the Company’s annual meeting of stockholders
in 2005.

(b) Term of the Plan.
The Plan shall remain in effect until the earlier of (i) the
date that no additional Shares are available for issuance under the Plan,
(ii) the date that the Plan has been terminated in accordance with
Section 14 or (iii) the close of business on the tenth annual
anniversary of the Effective Date. Termination of the Plan shall not affect any
Awards previously granted and such Awards shall remain valid and in effect
until they have been fully exercised or earned, are surrendered or by their
terms expire or are forfeited.